12-3504 Universitas Education, LLC v. Nova Group, Inc.



### UNITED STATES COURT OF APPEALS **FOR THE SECOND CIRCUIT**



## SUMMARY ORDER

**R ULINGS BY SUMMARY ORDER DO NOT HAVE PRECEDENTIAL EFFECT**  **. C**  **ITATION TO A SUMMARY ORDER FILED**
**ON OR AFTER J** **ANUARY 1,**  **2007, IS PERMITTED AND IS GOVERNED BY**  **F EDERAL**  **R ULE OF**  **A PPELLATE**  **P ROCEDURE**  **32.1 AND THIS COURT**  **’ S**  **L OCAL**  **R ULE**  **32.1.1. W**  **HEN CITING A SUMMARY ORDER IN A**
**DOCUMENT FILED WITH THIS COURT ,**  **A PARTY MUST CITE EITHER THE F**  **EDERAL A** **PPENDIX OR AN**
**ELECTRONIC DATABASE (**  **WITH THE NOTATION “**  **SUMMARY ORDER ”).**  **A PARTY CITING A SUMMARY ORDER MUST** 
**SERVE A COPY OF IT ON ANY PARTY NOT REPRESENTED BY COUNSEL .** 
**At a stated term of the United States Court of Appeals** 1 **for the Second Circuit, held at the Thurgood Marshall United** 2 **States Courthouse, 40 Foley Square, in the City of New York,** 3 **on the 4 th** **day of March, two thousand thirteen.** 4 5 **PRESENT: DENNIS JACOBS,** 6 **Chief Judge ,**  7 **ROSEMARY S. POOLER,** 8 **Circuit Judge**

**.** 9 **ERIC N. VITALIANO,** 10 **District Judge**

**.** * 11 12 - - - - - - - - - - - - - - - - - - - -X 13 **UNIVERSITAS EDUCATION, LLC,** 14 **Plaintiff-Appellee ,**  15 16 **-v.- 12-3504** 17 18 **NOVA GROUP, INC., AS TRUSTEE, SPONSOR** 19 **AND NAMED FIDUCIARY OF THE CHARTER OAK** 20 **TRUST WELFARE BENEFIT PLAN,** 21 **Defendant-Appellant**

**.** 22 23 - - - - - - - - - - - - - - - - - - - -X 24

* The Honorable Eric N. Vitaliano, District Judge of the United States District Court for the Eastern District of New York, sitting by designation.

1**FOR APPELLANT:** JACK E. ROBINSON, Robinson Law 1 Offices, Stamford, Connecticut. 2 3 **FOR APPELLEE:** PAULA K. COLBATH, Loeb & Loeb 4 LLP (Michael Barnett, Loeb & 5 Loeb LLP, on the brief ), New 6 York, New York. 7 8 Appeal from a judgment of the United States District 9 Court for the Southern District of New York (Swain, J. ). 10 11 **UPON DUE CONSIDERATION, IT IS HEREBY ORDERED, ADJUDGED** 12 **AND DECREED**that the judgment of the district court be 13
**AFFIRMED** . The mandate shall issue immediately. Nova Group 14 shall bear the costs of appeal. 15 16 Nova Group, Inc. (“Nova Group”) appeals from the 17 judgment of the United States District Court for the 18 Southern District of New York (Swain, J. ), confirming an 19 arbitration award in favor of Universitas Education, LLC 20 (“Universitas”) in the amount of $26,525,535.88, plus 21 prejudgment interest and attorneys’ fees. We assume the 22 parties’ familiarity with the underlying facts, the 23 procedural history, and the issues presented for review. 24 25 The sole issued raised on appeal is whether the 26 district court had subject matter jurisdiction over this 27 action. We review this question de novo . See Oscar Gruss & 28 Son, Inc. v. Hollander , 337 F.3d 186, 193 (2d Cir. 2003). 29 30 The underlying dispute involves a trustee’s refusal to 31 pay approximately $30 million in life insurance proceeds to 32 the trust beneficiary following the insured’s death in June 33 2008. When Nova Group (the trustee) rejected a claim by 34 Universitas (the beneficiary) to the death benefit, 35 Universitas filed a demand for arbitration, pursuant to a 36 contract-based arbitration clause. On January 24, 2011, the 37 arbitrator held Nova liable to Universitas for 38 $26,525,535.88 . Nova then filed a Petition to Vacate in 39 Connecticut Superior Court pursuant to the Federal 40 Arbitration Act (“FAA”), 9 U.S.C. § 10 , and Universitas 41 filed an action in New York Supreme Court seeking 42 confirmation of the award pursuant to 9 U.S.C. § 9 . Both 43 parties removed the respective actions to federal court, 44 asserting the existence of diversity of citizenship and a 45 federal question. 46 47

2After losing on the merits, Nova Group then challenged 1 the district court’s subject matter jurisdiction over the 2 case. The court court summarily dismissed this argument as 3 “wholly without merit” and entered judgment for Universitas. 4 A 249. We agree with this decision. 5 6 “[S]ubject matter jurisdiction is an unwaivable sine 7 qua nonfor the exercise of federal judicial power.” Curley 8 v. Brignoli, Curley & Roberts Assocs. , 915 F.2d 81, 83 (2d 9 Cir. 1990). So Nova Group’s motion is late in the day, but 10 not untimely. 11 12 Subject matter jurisdiction clearly exists here. 13 Federal courts have diversity jurisdiction over 14 controversies between “citizens of different States.” 28 15 U.S.C. § 1332(a)(1); U.S. Const. art. III, § 2. “Diversity 16 jurisdiction exists over ‘civil actions where the matter in 17 controversy exceeds the sum or value of $75,000, exclusive 18 of interest and costs, and is between . . . citizens of 19 different States.’” Hallingby v. Hallingby , 574 F.3d 51, 56 20 (2d Cir. 2009) (quoting 28 U.S.C. § 1332(a)(1)). 21 22 Universitas is a citizen of New York because it is a 23 limited liability company whose members are domiciled in New 24 York. Nova Group is a Delaware corporation with its 25 principal place of business and headquarters in Simsbury, 26 Connecticut, making it a citizen of both Delaware and 27 Connecticut. The amount in controversy indisputably exceeds 28 $75,000. Nova Group argues that a court must also consider 29 the citizenship of trust beneficiaries for purposes of 30 subject matter jurisdiction if suit is brought by a trustee 31 (which, in this case, would undermine the parties’ diversity 32 of citizenship). This argument was rejected in Navarro 33 Savings Association v. Lee , 446 U.S. 458 (1980). See id. at 34 465-66 (affirming the rule, “more than 150 years” old, that 35 permits trustees “to sue in their own right, without regard 36 to the citizenship of the trust beneficiaries”). Contrary 37 to Nova Group’s contentions, Carden v. Arkoma Associates
, 38 494 U.S. 185 (1990), which concerned the citizenship of a 39 limited partnership, did not overrule Navarro . Rather, the 40 Supreme Court explicitly held that the two opinions did not 41 conflict. Seeid. at 191-94. Navarrotherefore remains 42

3good law, and the district court properly held that it had 1 jurisdiction pursuant to 28 U.S.C. § 1332(a)(1). 1 2 3 For the foregoing reasons, and finding no merit in Nova 4 Group’s other arguments, we hereby **AFFIRM** the judgment of 5 the district court. The mandate shall issue immediately. 6 Nova Group shall bear the costs of appeal. 7 8 FOR THE COURT: 9 CATHERINE O’HAGAN WOLFE, CLERK 10 11

1Because we hold that the district court had jurisdiction under 28 U.S.C. § 1332(a)(1), we need not determine whether the case also presented a federal question and thus created an independent basis for jurisdiction under 28 U.S.C. § 1331.

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